Representations Contract Clauses (5,578)

Representations. (a) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under this Agreement, (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound,... and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (b) The Executive represents and warrants that (i) the delivery and performance of this Agreement by him does not violate any law or regulation applicable to the Executive, (ii) delivery and performance of this Agreement by him does not violate any applicable order, judgment or decree or any agreement to which the Executive is a party or by which he is bound and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. View More

Representations. Borrower represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") have been duly authorized, executed, and delivered by Borrower and each Guarantor, as applicable; (b) no action of, or filing with (other than filing of financing statements in connection with the Collateral), any Governmental Authority is required to authorize, or is otherwise required in connection with,... the execution, delivery, and performance of the Amendment Documents by Borrower and each Guarantor; (c) the Loan Documents, as amended by the Amendment Documents, are valid and binding upon Borrower and each Guarantor and are enforceable against Borrower and each Guarantor in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; (d) the execution, delivery, and performance by Borrower and each Guarantor of the Amendment Documents does not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, or material agreements to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor is bound; (e) all representations and warranties in the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment, and after giving effect to this Amendment and the Specialized Acquisition, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to the Amendment Documents, no Potential Default or Event of Default exists. View More

Representations. The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder.

Representations. (a) Executive represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to or outside of his employment by the Company. Executive hereby represents and warrants that he has not entered into, and will not enter into, any oral or written agreement in conflict herewith. (b) Executive hereby represents that Executive is not subject to any other agreement that... Executive will violate by working with the Company or in the position for which the Company has hired Executive. Further, Executive represents that no conflict of interest or a breach of Executive's fiduciary duties will result by working with and performing duties for the Company. (c) Executive further acknowledges and agrees that he has carefully read this Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he has been provided an opportunity to seek the advice of legal counsel of his choice before signing this Agreement. (d) Executive further agrees during the Severance Period to provide a prompt response to Company in the event Company requests non-confidential information connected to Executive's subsequent employment after ceasing to be an employee of Company. (e) Executive represents and warrants that he is not currently involved, directly or, to his knowledge, indirectly, in any litigation as a defendant or as a party subject to any counterclaims, nor is any such litigation threatened against Executive, directly or indirectly. View More

Representations. You agree and represent that: (a) You have read carefully the terms of this Agreement, including the General Release; (b) You have had an opportunity to and have been encouraged to review this Agreement, including the General Release, with an attorney; (c) You understand the meaning and effect of the terms of this Agreement, including the General Release; (d) You were given a reasonable period of time to determine whether you wished to sign this Agreement, including the General Release; (e)... Your decision to sign this Agreement, including the General Release, is of your own free and voluntary act without compulsion of any kind; (f) No promise or inducement not expressed in this Agreement has been made to you; (g) You understand that you are waving your Claims as set forth in Paragraph 3 above, including, but not limited to, any Claims for age discrimination under the Age Discrimination in Employment Act; and (h) You have adequate information to make a knowing and voluntary waiver of any and all claims set forth in Paragraph 4 above. View More

Representations. You agree and represent that: (a) You have read carefully the terms of this Agreement, including the General Release; (b) You have had an opportunity to and have been encouraged to review this Agreement, including the General Release, with an attorney; (c) You understand the meaning and effect of the terms of this Agreement, including the General Release; (d) You were given a reasonable period of time to determine whether you wished to sign this Agreement, including the General Release; (e)... Your decision to sign this Agreement, including the General Release, is of your own free and voluntary act without compulsion of any kind; (f) No promise or inducement not expressed in this Agreement has been made to you; (g) You understand that you are waving your Claims as set forth in Paragraph 3 above, including, but not limited to, any Claims for age discrimination under the Age Discrimination in Employment Act; and (h) You have adequate information to make a knowing and voluntary waiver of any and all claims set forth in Paragraph 4 above. View More

Representations. Borrower represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) each of the items and documents listed on Exhibit A (the "Amendment Documents") have been duly authorized, executed, and delivered by Borrower and each Guarantor, as applicable; (b) no action of, or filing with (other than filing of financing statements in connection with the Collateral), any Governmental Authority is required to authorize, or is otherwise required in connection with,... the execution, delivery, and performance of the Amendment Documents by Borrower and each Guarantor; (c) the Loan Documents, as amended by the Amendment Documents, are valid and binding upon Borrower and each Guarantor and are enforceable against Borrower and each Guarantor in accordance with their respective terms, except as limited by debtor relief laws and general principles of equity; (d) the execution, delivery, and performance by Borrower and each Guarantor of the Amendment Documents does not require the consent of any other Person and do not and will not constitute a violation of any governmental requirement, order of any Governmental Authority, or material agreements to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor is bound; (e) all representations and warranties in the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment, and after giving effect to this Amendment and the Specialized Acquisition, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to the Amendment Documents, no Potential Default or Event of Default exists. View More

Representations. The Consultants represents that they are not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the Services. The Consultants acknowledge that, to the best of their knowledge, the performance of the Services will not violate any rule or provision of any regulatory agency having jurisdiction over the Consultants. The Consultants acknowledge that, to the best of its knowledge, Consultants and its officers and directors are not the... subject of any investigation, claim, decree or judgment involving any violation of federal or state securities laws, rules or regulations. The Consultants further acknowledge that they are not a securities broker dealer or a registered investment advisor. The Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company with respect to the engagement of the Consultants. View More

Representations. 16.1 Title. Except as expressly provided in this Agreement, Owner represents to Owner's knowledge and belief as follows: (a) the unpatented mining claims which are part of the Property were properly located in accordance with applicable federal and state laws and regulations; (b) the unpatented mining claims which are part of the Property are in good standing; and (c) subject to the paramount title of the United States, the unpatented mining claims are free and clear of adverse claims, liens,... encumbrances, or royalties. 12 16.2 Lesser Interest. If Owner owns an interest in the Property which is less than the entire and undivided estate in the Property, the Minimum Payments and the Purchase Price shall not be reduced, however, the Royalty payments shall be reduced proportionately in accordance with the nature and extent of Owner's interest such that the Royalty payments shall be paid to Owner only in the proportion that Owner's interest bears to the entire and undivided estate in the portion of the Property from which Minerals are produced. 16.3 Escrow for Disputes. If at any time a third party asserts a claim of ownership in the Property or the Minerals which is adverse to the interest of Owner or NCG, or if NCG is advised by legal counsel for NCG that it appears that a third party may have such a claim, NCG may deposit any payments which would otherwise be due to Owner into escrow and give notice of such deposit to Owner. In the event of a dispute as to ownership of the Property, the Minerals, the surface of the Property, or the Royalty, payment of the Royalty payments may be deferred until twenty (20) days after NCG is furnished satisfactory evidence that such dispute has been finally settled and all provisions as to keeping this Agreement in force shall relate to such extended time for payment. View More

Representations. The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder.